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M&A and Subsidiary Changes3358Trailhead Global Holdings,Inc.Retail

Update on Previously Disclosed Matter: Notice of Completion of Acquisition of Shares in 株式会社SBWorks (Making It a Wholly Owned Subsidiary)

Trailhead Global Holdings acquired all 2,820 shares of 株式会社SBWorks, making SBWorks a wholly owned subsidiary. The acquisition process was completed on 28 April 2026.

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This transaction

Share acquisition (making the company a wholly owned subsidiary)
CounterpartyNemoto Tomokatsu (根本 智勝)
Disclosing companyTrailhead Global Holdings,Inc.
株式会社 SBWorksVoting rights ownership percentageNumber of shares acquired 2,820 shares (number of voting rights: 2,820)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date28 April 2026 (completed)
Target company

IT consulting / support for various systems development projects / planning and operation of IT services

Location Chuo-ku, TokyoShare capital ¥7 millionDate of incorporation 4 March 2016
Net Sales¥675 million (fiscal year ended February 2026)
Operating profit¥20 million (fiscal year ended February 2026)
Net income for the current fiscal year¥30 million (fiscal year ended February 2026)
Net assetsThe Company declines to disclose this information at the request of the counterparty.
Consideration and expenses
Acquisition priceThe Company declines to disclose this information at the request of the counterparty.
Type of ConsiderationCash / The type of consideration for the share acquisition is not specified
Impact on Business Performance

The acquisition is expected to serve as a powerful growth engine that will bring forward significantly the achievement of the medium-term management plan target for five years from now, namely ¥20 billion in revenue and ¥2 billion in EBITDA, and make a significant contribution to improving capital efficiency (ROE) across the Group. The specific impact on financial results is currently under review, and the Company will make a timely announcement once finalized.

This transaction
ItemDetails
Transaction nameShare acquisition (making the company a wholly owned subsidiary)
Counterparty nameNemoto Tomokatsu (根本 智勝)
Name of the Subject Company株式会社 SBWorks
Business Description of the Subject CompanyIT consulting / support for various systems development projects / planning and operation of IT services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥7 million
Date of Establishment of the Subject Company4 March 2016
Net Sales of the Subject Company¥675 million (fiscal year ended February 2026)
Operating Profit of the Subject Company¥20 million (fiscal year ended February 2026)
Net Income of the Subject Company¥30 million (fiscal year ended February 2026)
Net Assets of the Subject CompanyThe Company declines to disclose this information at the request of the counterparty.
Acquisition priceThe Company declines to disclose this information at the request of the counterparty.
Type of ConsiderationCash / The type of consideration for the share acquisition is not specified
Number of shares acquired2,820 shares (number of voting rights: 2,820)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe acquisition is expected to serve as a powerful growth engine that will bring forward significantly the achievement of the medium-term management plan target for five years from now, namely ¥20 billion in revenue and ¥2 billion in EBITDA, and make a significant contribution to improving capital efficiency (ROE) across the Group. The specific impact on financial results is currently under review, and the Company will make a timely announcement once finalized.
Execution Date / Effective Date28 April 2026 (completed)
Items this document does not state (15)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The Company explained that the acquisition is expected to serve as a growth engine that will bring forward significantly the achievement of its medium-term management plan targets for five years from now, namely ¥20 billion in revenue and ¥2 billion in EBITDA, and make a significant contribution to improving ROE across the Group.

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Update on Previously Disclosed Matter: Notice of Completion of Acquisition of Shares in 株式会社SBWorks (Making It a Wholly Owned Subsidiary) | Trailhead Global Holdings,Inc. (3358) timely disclosure | Komori